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2009-27216 ResoRESOLUTION NO. 2009-27216 A RESOLUTION OF THE MAYOR AND THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING AN ALLOCATION, IN THE AMOUNT OF $512,000, FROM FY 2009/10 GENERAL FUND ACCOUNT NO. 011.0930; SAID ALLOCATION TO BE PROVIDED TO AND UTILIZED BY THE FRIENDS OF THE BASS MUSEUM, INC. FOR THE PURPOSE OF CONTINUING TO FUND (AND PROVIDE) CERTAIN OPERATING EXPENSES AT THE BASS MUSEUM OF ART, THROUGH SEPTEMBER 30, 2010; AND FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE A NEW LETTER AGREEMENT WITH THE FRIENDS OF THE BASS MUSEUM, INC., MEMORIALIZING THE PARTIES' RESPECTIVE OBLIGATIONS WITH REGARD TO THE FRIENDS MANAGEMENT AND OPERATION RESPONSIBILITIES AT THE BASS MUSEUM (THROUGH SEPTEMBER 30, 2010). WHEREAS, the Administration has been working closely with the Bass Board of Trustees (Bass Board) and the Friends of Bass Museum, Inc.(Friends) to streamline the current governance model for the Bass Museum of Art; and WHEREAS, in the interim, the parties recommend that the City and the Friends continue with the existing arrangement, as previously approved pursuant to Resolution No. 2009-27089, whereby the Friends agreed to assume certain management and operational responsibilities at the Bass Museum; and WHEREAS, in order for the City and Friends to continue to proceed with this agreement, certain operating budget items would be transferred to the Friends, to continue those certain oversight and management responsibilities (relative to the Bass Museum), through Fiscal Year (FY) 2009/10; and WHEREAS, in addition, the Administration would also recommend that the City Commission authorize the City Manager to execute a new agreement with the Friends, in substantially the same form as the prior agreement (attached as Exhibit "A" hereto) but with a new term commencing on October 1, 2009, and ending on September 30, 2010. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH FLORIDA that the Mayor and City Commission hereby approve an allocation, in the amount of $512,000, from FY 2009/10 General Fund Account No. 011.0930; said allocation to be provided to and utilized by the Friends of the Bass Museum, Inc. for the purpose of continuing to fund (and provide) certain operating expenses at the Bass Museum of Art, through September 30, 2010; and further authorizing the City Manager to execute a new Letter Agreement with the Friends of the Bass Museum, Inc., memorializing the parties' respective obligations with regard to the Friends management and operation responsibilities at the Bass Museum (through September 30, 2010). PASSED and ADOPTED this 24th day of September, 2009. A R PPROVED A3 TO A STED BY: Matti Herrera BowEFYORM & LANGUAGE & FOR EXECUTION ~L CI CLERK Robert Parcher r '7 V 1 T:\AGENDA12009\September 24\Regular\Bass Museum Reso.doc.RTF ity , COMMISSION ITEM SUMMARY r~_~J_.-_~J T:~L.. V VIluG11.7CU I I~IC. A Resolution approving the allocation of $512,000 from FY 2009/10 General Fund account 011.0930 to the Friends of the Bass Museum for the purpose of funding operating expenses at the Museum through September 30, 2010; and further authorizing the City Manager to execute a Letter Agreement with the Friends of the Bass Museum in the i amount of $512,000. Ke Intended Outcome 5u ortea: Increase community rating of cultural activities Su ortin Data Surve s, Environmental Scan, etc. The 2009 Community Satisfaction Survey shows that 73.3 % of residents and 58.7 % of businesses feel the City has the "right amount' of cultural events available. The same survey shows that residents attend museums on average 6 85 times per year However 29 3% of residents also feel the City has "too few" museums. Issue: Should the Ci Commission ado t the resolution? Item Summa ~Kecommenaazlon: The Bass Museum was established from its inception as a strong public/private partnership through a contractual agreement entered into 45 years ago when the City accepted the gift of the art collection of John and Johanna Bass. This agreement stipulates that the City will maintain the collection in perpetuity, keep it open to the public, and provide basic funding for the maintenance and exhibition of the collection. The agreement further stipulates that the Bass Museum, as an operating entity, should be overseen by a Board of Trustees. In addition to the City and the Board of Trustees, a third entity exists to promote and further the mission of the Bass Museum of Art: The Friends of the Bass Museum, Inc. This private and separate 501(c)3 organization was established in 1978 as the membership and fundraising arm of the Museum. The current Museum staff consists of City employees (both classified and unclassified) and Friends employees, with substantial differences in benefits and pay scales. This has created inequities between the employees. To remedy this situation, the Administration is working closely with the Museum's staff and Boards to streamline the current governance model and to standardize employment practices. W hile the City remains committed to the Bass Museum, both the Administration and the Museum feel that the City can continue to fulfill its contractual obligations without having actual City employees working at the Museum. The objective is to transition all Bass Museum positions to the Friends of the Bass over time, which will allow for significant savings to the City in salaries and benefits. Pursuant to our contractual obligations, we would continue to financially support the Museum. Further, both the Administration and the Museum agree that additional operating budget items should be transferred to the Friends of the Bass Museum as well for their oversight and management, in addition to allowing the Friends to pursue potential savings by using non-City contracts for services such as carpet cleaning or for the purchase of office supplies. This is an important step in the move towards increased simplification of the Museum's governance structure, which has been considered essential for the future well-being of the institution and was included in the Museum's own five-year strategic plan, completed in March 2007. Similar to the June 2009 action by the City Commission, the Administration is seeking authorization to allocate $512,000 to the Friends of the Bass for salary expenses related to the Museum's Assistant Director, curatorial services and a building supervisor. These funds are available as a result of recent vacancies in these three positions. Additionally, the Administration recommends transferring funds for professional services (security guards and carpet cleaning), sanitation fees, rent/building/equipment (art storage), contract maintenance (security alarm, alarm monitoring and dust mats) office supplies repairs/maintenance, electricity, and other operating expenses and dues. Adviso Board Recommendation: The Finance and Ci ide Pro'ects Committee endorsed this conce tat the Ma 5, 2009 meetin . Financial Information: Source of Amount Account. Approved Funds: ~ $ 512,000 FY 2009/10 General Fund 011.0930 2 ~/ OBPI Total $ 512,000 Financial Impact Summary: Cit Clerk's Office Le islative Trackin Max Sklar, a 116 Sian-Offs:.' De a re r Assis i Mana Ci er MAS ~ ~ HM JMG T:\P,GEp~D,AU2t'110~(~ Somber 24\Regular\Bass Budget S1~m.doc m MIAMIBEACH Uri AGENDA IrElw 71L q ORATE -9~7-~ / m MIAMIBEACH City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfl.gov COMMISSION MEMORANDUM TO: Mayor Matti Herrera Bower and Members of the City Commission FROM: Jorge M. Gonzalez, City Manager DATE: September 24, 2009 SUBJECT A RESOLUTION OF THE MAYOR AND THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING AN ALLOCATION, IN THE AMOUNT OF $512,000, FROM FY 2009/10 GENERAL FUND ACCOUNT NO. 011.0930; SAID ALLOCATION TO BE PROVIDED AND UTILIZED BY THE FRIENDS OF THE BASS MUSEUM, INC., FOR THE PURPOSE OF CONTINUING TO FUND AND PROVIDE CERTAIN OPERATING EXPENSES AT THE BASS MUSEUM OF ART, THROUGH SEPTEMBER 30, 2010; AND FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE A NEW LETTER AGREEMENT WITH THE FRIENDS OF THE BASS MUSEUM, INC. MEMORIALIZING THE PARTIES' RESPECTIVE OBLIGATIONS WITH REGARD TO CERTAIN MANAGEMENT AND OPERATION RESPONSIBILITIES OF THE BASS MUSEUM THROUGH SEPTEMBER 30, 2010. ADMINISTRATION RECOMMENDATION Adopt the Resolution. FUNDING Funding is available in the FY 2009/10 General Fund, Bass Museum of Art Budget. ANALYSIS The Bass Museum was established from its inception as a strong public/private partnership through a contractual agreement entered into 45 years ago when the City accepted the gift of the art collection of John and Johanna Bass. This agreement stipulates that the City will "maintain the collection in perpetuity...provide fortheexhibition ofthe collection, keep it open and available to the public," and provide basic funding for the maintenance and exhibition of the collection. The City fulfills this obligation by funding the operational elements of the Museum, and maintaining the building, which is a City asset. The agreement further stipulates that the Bass Museum, as an operating entity, should be overseen by a Board of Trustees. The Board has the responsibility for Museum policies and procedures, as well as day-to-day management through the staff it employs. The Museum's Executive Director/Chief Curator, for example, is a City employee with full benefits, but is hired by, and answers to, the Board of Trustees. In addition to the City and the Board of Trustees, a third entity exists to promote and further the mission of the Bass Museum of Art: The Friends of the Bass Museum, Inc. This private and separate 501(c)3 organization was established in 1978 as the membership and fundraising arm of the Museum. The President of the Friends chairs the Board of Trustees. The Friends' Board of Directors serves as advisory to the Trustees, advocates and raises funds for the Museum, and sponsors Museum programs, which include all special exhibitions and educational programs. The Museum's membership, education, development and marketing efforts are realized by employees of the Friends of the Bass Museum. Thus the current Museum staff consists of City employees (both classified and unclassified) and Friends employees, with substantial differences in benefits and pay scales. Bass Museum of Art FY 2009/10 Budget Allocation September 24, 2009 Page 2 of 3 To remedy this situation, the Administration is working closely with the Museum's staff and Boards to streamline the current govemance model and to standardize employment practices. While the City remains fully committed to the Bass Museum and its success, both the Administration and the Museum feel that the City can continue to fulfill its contractual obligations without having actual City employees working at the Museum. To this end two recently-vacated City positions at the Bass, the Assistant Director and Curator, have been filled as employees of the Friends. The objective is to transition all Bass Museum positions to the Friends of the Bass over time, which will allow for significant savings to the City in salaries and benefits (especially pension). At the June 3, 2009, City Commission Meeting, Resolution No. 2009-27089 was approved, which authorized the transfer of $137,000 to the Friends of the Bass Museum. In addition to providing them with direct oversight and management of these operational issues, this also allows the Friends to pursue potential savings by using non-City contracts for services such as carpet cleaning or for the purchase of office supplies, for example. Transferring the budget allocations for certain line items this action also began the process of transitioning much of the day-to-day administration and oversight to the Friends. This is an important step in moving towards increased simplification of the Museum's govemance structure, which has been considered essential for the future well-being of the institution and was included in the Museum's own five- yearstrategic plan, completed in March 2007. This concept was discussed at the May 5, 2009 Finance and Citywide Projects Committee. The Finance Committee approved the transfer of those operating line item balances and recommended the Administration come back as part of the budget process for any future allocations. Subsequently, the Administration and Friends of the Bass Museum met in August of 2009 to begin the process of implementing a new governance model for the Museum. The Friends are currently working on updating and amending their by-laws. The City is also working with Dennis Richard, who is the testamentary representative of the Bass Family, to draft an amendment to the agreement between the City and the Bass Family. The final amended agreement will come back to the City Commission for final approval once it is ready for consideration. Similar to the June 2009 action by the City Commission, the Administration is seeking authorization to allocate $512,000 to the Friends of the Bass for salary expenses related to the Museum's Assistant Director, curatorial services and a building supervisor. These funds are available as a result of recent vacancies in these three positions. Additionally, the Administration recommends transferring funds for professional services (security guards and carpet cleaning), sanitation fees, rent/building/equipment (art storage), contract maintenance (security alarm, alarm monitoring and dust mats, office supplies, repairs/maintenance, electricity, other operating expenses and dues. The allocation is broken out as follows: • Salaries: $167,273 • Professional Services: $ 93,343 • Electricity: $108,000 • Sanitation: $ 900 • Rent/Building/Equipment (art storage): $113,184 • Contract Maintenance: $ 8,800 • Office Supplies: $ 7,000 • Repairs and Maintenance: $ 1,000 • Other Operating Expenses: $ 10,000 • Dues: $ 2,500 TOTAL $512,000 Bass Museum of Art FY 2009/10 Budget Allocation September 24, 2009 Page 3 of 3 Similar to the previous allocation, the Administration also recommends entering into a letter agreement with the Friends delineating the responsibilities the Friends would be required to meet in exchange for the funding. These obligations would be very similar to functions currently carried out jointly between the City and Friends. CONCLUSION The Administration recommends approving the transfer of currently-budgeted operating funds from the City to Friends of the Bass Museum, Inc. JMG/HMF/mas T:WGENDA\2009\September 24\Regular\Bass Budget Memo.doc tD MIAMIBEACH City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfl.gov OFFICE OF THE CITY MANAGER Tel: 305.673.7010, Fax: 305.673.7782 June 30, 2009 George Lindemann, President Friends of the Bass Museum, Inc., and The Bass Museum of Art, Chairperson 2121 Park Avenue Miami Beach, Florida 33139 Re: interim Agreement between the City of Miami Beach, Florida (City) and the Friends of the Bass Museum, inc. (Friends) for the Management and Operation of the Bass Museum of Art from June 3, 2009 tD September 30, 2009 Dear Mr. Lindemann: The foregoing Letter Agreement shall confirm the understanding between the City and the Friends, with regard to the Friends' undertaking certain management and operational responsibilities at the Bass Museum of Art, located at 2121 Park Avenue, Miami Beach, Florida (hereinafter the Bass Museum or the Museum), for a term commencing ~retroactiveiy on June 3, 2009 (Commencement Date), and terminating on September 30, 2009 (the Term). Throughout the Term, the Friends agree to provide the following services in support of the City's ongoing management and operation of the Bass Museum (hereinafter, such services are collectively referred to as the Services): . Administer, operate, and maintain the John and Johanna Bass Collection (the Collection), as contemplated pursuant to the terms and conditions of tha# certain agreement between the City and John and Johanna Bass, dated July 8, 1963, as same has been subsequently amended ftom time to time (hereinaffier the July 8, 1963 Agreement and any amendments hereto is collectively referred to as the Bass Agreement). • Develop and implement exhibitions, programs, and activities which support and promote the goals and priorities agreed upon by the City and the Bass Museum J Board of~Trustees (inGuding, without limitation, those which are consistent with and continue to further the purposes set forth in the Bass Agn~ement). ~` Provide certain day-to-day administrative services in support of the collection and the aforestated activities to ensure that the Museum continues to be operated, managed, and maintained in a first-class manner, consistent with similar wortd- class public museums of comparable size and budget to the Bass Museum and including, without limitation, acquisition of services, equipment, and supplies; day-to-day housekeeping and maintenance; record-keeping; collections and billings; and similar services. The Friends represents to City that, prior to the commencement of the Term, its authorized representatives have inspected the Bass Museum building; accordingly, the Friends hereby accept the facility `AS IS, WHERE IS, AND WITH ALL FAULTS° existing as of the Commencement Date. As consideration to the Friends for providing the Services during the Term, the Friends shall receive a management fee, in the amount of $ 10.00 (the Management Fee). The parties hereby agree and acknowledge that the Management Fee shall be deemed adequate and sufficient consideration for this Agreement, the receipt of which is hereby acknowledged by the Friends. Accordingly, in the event that any claim or controversy arises with respect to the Agreement, the Friends and the City hereby knowingly and voluntarily waive their rights to assert any argument or defense alleging inadequate or insufficient consideration. Attached as Exhibit "A" hereto is that portion of the Museum's Operating Budget for the Tenn, which the City and Friends have mutually reviewed and approved, and hereby agree that said Budget is for the provision of the services. The Friends shall not exceed the Operating Budget, which has been established at $ 138,800. The Friends shall use best efforts to undertake, deliver and perform the Services, in accordance with, and in the amount provided by, the Operating Budget. Without the prior written consent of the City Manager, the Friends shall not exceed, commit, or contract to expend any sum in excess of the aggregate amount allowed in the Operating Budget. The Friends agree to notify the City Manager within ten (10} days of any significant change or variance in the bottom line numbers in the Operating Budget, and any material increase in any identified cost(s) and/or expense(s) from that/those provided for in the Operating Budget. The Friends shall pay all items of expense related to the Services (and subject to the amount indicated in the approved Operating Budget) from a separate interest-bearing account, established (or already existing) in the name of the Friends, in a local qualified, public depository (to be approved by the City Manager). In addition to payment of any operating expenses related to the provision of the Services, any and all revenues generated by the Friends' (pursuant to the duties set forth herein) shall also be deposited into this account. The specific procedures (and authorized individuals) for making deposits to and withdrawals from the operating account shall also be approved by the City Manager. ~l The Friends agree to keep and maintain an office in the Museum devoted exclusively to its performance/provision of the Services. The Friends shall keep and maintain all records related to and in support of the Services on such premises. Any financial records shall be maintained in accordance with generally accepted accounting principles. The City Manager or his authorized designees shall have the right, at any time during the Term, to audit and inspect any and all Friends' records, upon reasonable written or verbal notice to the Friends, and during the Museum's normal hours of operation. The City and the Friends shall each appoint a contract administrator who shall monitor the parties' compliance with the terms of this Agreement and, in the case of the Friends, who shall serve as the point person for the City with regard to the Services. Each party shall notify the other of the name of its contract administrator within three (3) days of execution hereof. The Friends agree to defend, indemnify and hold harmless the City, and its officials, directors, officers, employees, agents, contractors, servants, successors and assigns against any claims, causes of actions, costs, expenses, (including reasonable attorney's fees) liabilities, or damages arising out of or in connection with any negligent act or omission, or intentional misconduct on the part of the Friends or any of its officials, directors, officers, employees, agents, contractors, servants, successors and assigns, in the performance of its obligations under this Agreement and/or from the Services. Additionally, and notwithstanding the indemn~cation/hold harmless obligations in the preceding paragraph, or any other term or condition of this Agreement, the Friends shall defend, indemnify and hold harmless the City, its officials, directors, officers, employees, agents, contractors, servants, successors and assigns, against any claims, causes of actions, costs, expenses (including reasonable attorney's fees), liabilities, or damages arising out of or in connection with any .claim, controversy or cause of action brought against the City of Miami Beach (and including its officers, employees, agents, and contractors) alleging any breach by the City of the Bass Agreement as a result of the execution of this letter agreement between the City and Friends. The indemnification and hold harmless requirements in the two preceding paragraphs shall survive the termination or expiration of this Agreement. Notwithstanding this indemnification, and as a further condition, the Friends shall, at its sole cost and expense, maintain in full force and effect throughout the Tenn of the following insurance: Commercial General Liability Insurance, on an occurrence form, in the amount of Two Million ($2,000,000) Dollars, per occurrence, for bodily injury, death, property damage, and personal injury. This policy must name the City of Miami Beach, Florida, as additional insured. Workers' Compensation and Employers' Liability coverage, in accordance with Florida statutory requirements. G~ All-Risks property and casualty insurance, written at a minimum of 80% of replacement cost value and with replacement cost endorsement, covering all of Friends' personal property in the Museum and all improvements installed in the Museum by or on behalf of the Friends. The Friends shalt provide proof of the aforestated coverages to the City Manager, within thirty (30) days of execution of this Letter Agn~ement. It is understood and agreed that any coverage provided by the Friends is primary to any insurance or self-insurance program the City has for the Museum, and that there shall be no right of recovery or subrogation against the City. Alt policies must be issued by companies authorized to do business in the State of Florida and assigned a rating of B+VI or better, per Best's Key Rating Guide, latest edition. This Letter Agreement may be terminated by the City Manager for cause, in the event of a breach by the Friends' of any temp{s) and/or condition(s) set forth herein and the Friends' failure to satisfactorily cure same within seven (7) days of written notice of such breach by the City Manager or his designee; or by either party, for convenience (and without cause), upon fifteen (15) days prior written notice to the other party. All written notices and communications nrquired or permitted hereunder may be delivered personally to the representatives of the Friends and the City listed below or may be mailed by registered mail, postage prepaid (or airmailed if addressed to an address outside of the city of dispatch). Until changed by notice in writing, all such notices and communications shall be addressed as follows: TO FRIENDS: Friends of the Bass Museum, Inc. Attn: George Lindemann President 2121 Park Avenue Miami Beac F i a 33139 (305) TO CITY: City of Miami Beach Attn: Max Sklar Cultural Arts & Tourism Dev. Director 1700 Convention Center Drive Miami Beach, Florida 33139 (305) 673-7000, Ext. 6116 Notices hereunder shall be effective: If delivered personally, on delivery; if mailed to an address in the city of dispatch, on the day following the' date mailed; and if mailed to an address outside the city of dispatch on the seventh day following the date mailed. ~~ This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, both substantive and remedial, without regard to principles of conflict of laws. The exclusive venue for any litigation arising out of this Agreement shall be Miami-Dade County, Florida, if in state court, and the U.S. District Court, Southern District of Florida, if in federal court. BY ENTERING INTO THIS AGREEMENT, CITY AND FRIENDS EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT. The Friends hereby represent, warrant and covenant to the City: (i) that it has the full legal right, power and authority to enter into this Agreement and to grant the rights and perform the obligations herein, and that no third party consent or approval is required to grant such rights or perform such obligations hereunder; (ii) that this Agreement has been duly executed and delivered by the President of the Friends, and attested to by the Secretary, and constitutes a valid and binding obligation of the Friends, enforceable in accordance with its terms; and (iii) that the Friends will comply with all laws applicable to its management of the Museum, as set forth in this Agreement; provided that the Friends will not be required to undertake any compliance activity, or have any liability under this Agreement, ff such activity requires any capital expenditure beyond the approved Operating Budget. Further, although not a party to this Agreement, the Bass Museum Board of Trustees on April 27, 2009, unanimously passed a motion supporting an Agreement between the Friends and the City transferring certain management responsibilities and funding to support those items from the City to the Friends. Further, the Trustees represents, warrants, and covenants to the City that the mere execution of this Agreement (between the City and Friends) shall not, in and of itself, be deemed a breach or other violation of the Bass Agreement by the City. Neither party may assign this Agreement. Neither this Agreement not any of its terms may be changed, modfied, waived, or terminated except by an instrument in writing, signed by an authorized representative, which shall be the City Manager (on behalf of the City), and the President of the Friends (on behalf of the Friends}. The City and Friends acknowledge and agree that they are no# joint ven#urers, partners, or joint owners with respect of the Bass Museum and/or with respect to this Agreement and/or the Services. Nothing contained in this Agr~ment shall be construed as creating a partnership, joint venture or similar relationship befinreen the City and the Friends. Any employees at the Bass Museum who are City of Miami Beach employees shall 5 ( 1 l \} ~ continue to remain City employees throughout the Term (unless otherwise terminated by the City), and shalt remain under the supervision, d'~recbon and control of the City. Additionally, for purposes of this Agreement (or otherwise) no officer, director, employee, agent, or contractor of the Friends shall be deemed to be an agent or employee of the City, and shall not attain any rights or benefits under the Cnrii Service or Pension Ordinance of the City, or any right generally afforded Classified or Unclassified empbyees' or be deemed entitled to Florida Worker's Compensation benefits as an empbyee- of the City, or accumulation of sick or annual leave. {THE fBAL.ANCE OF THIS PAGE LEFT INTENTIONALLY BLANK) 4l. a CITY OF MIAMI BEACH, FLORIDA Attest: ,~ Secretary o e onza z, City ana Tai 6~~ ~ Date FRIENDS OF THE BASS MUSEUM, INC. George Lindema n, ident 6 /~ 109 Da e WHILE NOT A PARTY TO THIS AGREEMENT, THE UNDERSIGNED HAS APPROVED THE AGREEMENT ON BEHALF OF THE BOARD AND HAS NO OBJECTION TO THE CHY AND THE FRIENDS ENTERMrG INTO SAID AtiRELMENT FOR THEPUS SET FORTH HEREIN. . Attest: BASS MUSEUM BOARD OF TRUE-TEES. George Lindema irman: bl~ ~0~1 Da- t~C ~ F:lattolAGURLLETTER AGREEMENTS1Bass Museum Letter Agreement (&17-09).dx 7